THE CRISIS - THE BEST MOMENT TO ASK THE QUESTION: Do you want a market like "the ones abroad"?

ADINA ARDELEANU (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 13 iunie 2012

\"If you have < Goldman Sachs > or < Morgan Stanley > as underwriters, don't you think they are going to know how to conduct the offering in such a manner as to maximize its value?", Adrian Lupşan asked rhetorically.

\"If you have < Goldman Sachs > or < Morgan Stanley > as underwriters, don't you think they are going to know how to conduct the offering in such a manner as to maximize its value?", Adrian Lupşan asked rhetorically.

Adrian Lupşan, BVB: "Let's let people who know how to do business on the stock market do their job"

Bogdan Chetreanu, CNVM: "The underwriters must take responsibility for the success of the offerings, if we want everything to be like < abroad >"

Two proposals generated heated debates over the public offerings of the state, that of the government, for the listings to be dual, and the one made by the Bucharest Stock Exchange, that the organization of the offerings be left exclusively to the underwriters.

Another opinion is that it would basically be desirable to take on the market practices from the developed stock markets, whereas the critics consider that they need to be adjusted to the local environment.

Adrian Lupşan, the vice-president of the Bucharest Stock Exchange, said: "We have a small stock market in Romania, but one which has a huge dynamic and potential. What we need to ask ourselves is what we are going to do from here on in. My recommendation is to look at the big guys. We have heard a lot of talk - whether the offers should have a closed or an open < book > (ed. note: only through the intermediation consortium or through any broker). If you have < Goldman Sachs > or < Morgan Stanley > as underwriters, don't you think they are going to know how to conduct the offering in such a manner as to maximize its value?

We need to leave the people who know how to do business on the stock market do their job".

Mr. Lupşan considers that if running a "closed" book offering, then perhaps it is worth it to have the tranche for the institutional investors set up in that manner. "The consortium may decide that they will decide for the retail tranche to have a closed < book >", Adrian Lupşan went on to say, at an event of an event organized yesterday, by "Muşat and Associates".

In the opinion of Mr. Lupşan, the intermediation consortium has the obligation to make the offering as good as possible, and what the Stock Exchange can do is to give it all the necessary levers.

The Bucharest Stock Exchange has made it a goal for itself the amendment of the Code of the Stock Exchange, when it comes to the public offerings, in other words organizing it "according to the prospectus".

Commissioner Bogdan Chetreanu said that soon the CNVM will make a statement on this amendment.

Mr. Chetreanu said: "Everybody wants (ed. note: for our market) to be < like abroad >, but I am telling you that we are perfectly compatible. But if we really want this, then let's have it be completely < like abroad >, meaning that the underwriters should guarantee the success of the offering. If I was in the Government and the syndicate guaranteed the success of the offering, I wouldn't have any problem".

Laurent Cassin, Managing Director of Equity Capital Markets at Societe Generale, says however that it is unusual for the banks to guarantee a level of success for IPOs, but that in some cases, this will happen in the case of some SPOs. "It is not something that we particularly enjoy, but it can happen", he said.

Tom Attenborough, Managing Director CSEE Banking Citibank London, said that over the last 15 years, he only saw one IPO where the bank promised the success of the offering, and to pay the money in the event of a failure.

Some brokers have accused the Exchange of having reduced transparency, by amending the Code, after the success of the offering of "Transelectrica", conducted with an open < book >.

Dan Weiler, Executive Director of Corporate Finance & Investment Banking BCR, the leader of the intermediation union in the offering of "Transelectrica", in March, says that he wouldn't organize the offering in a different manner, if he were to start from scratch in the conditions of a potential modification of the Code of the Exchange: "In the case of Transelectrica, we first reviewed why the offering of < Petrom > failed and we tried to do things differently, to regain the confidence of investors. This thing was also possible due to the size of the offering. Perhaps we would have made other decisions if the offering had been bigger. We have decided that we should go with increasing confidence and making investors more confident.

The legislation in effect was sufficient for what we had. We did not need a < closed book > because of the reasons which were explained".

Mr. Weiler says that if he were to do the SPO of "Transelectrica" at this time, he would increase the tranche available to the retail investors.

The announcement of the new government that it wants to do dual listings for the companies included in the privatization program conducted with the IMF led to another debate.

Bogdan Chetreanu: "I see no point in dual listings"

CNVM Commissioner Bogdan Chetreanu says that he sees no point in conducting dual listings of the state owned companies.

"I am deducing that they want to do this because there isn't enough money in Romania", he said yesterday. "The Romanian stock market is perfectly connected to the other markets, there are no barriers to entry, and anyone who wants to do so can invest in these offerings. Personally, I see no need for dual listings. It was clear in the offering of < Transelectrica >, on the retail side, that there is plenty of money on the Romanian market".

He mentioned the examples of countries such as Ukraine or Azerbaijan, "which no longer have stock markets because they did dual listings".

"It is a political matter, whether we want to have a stock market in Romania or not", Bogdan Chetreanu went on to say.

Adrian Lupşan: This is not the time for dual listings

The vice-president of the BSE doesn't favor dual listings either, at the present time.

"I would prefer recommending dual listings, but perhaps later", Adrian Lupşan said, and he went on to say: "I propose we begin by listing a block of 10-15% in Bucharest (ed. note: in the state owned companies) and another 10-15% on another market in a few years". In his opinion, this time period is needed for the company to grow, which would allow it to get a private management, to get a history, and reach a certain level of profitability.

"Whether we resort to dual listings or not, the price will be the same", Mr. Lupşan said, who considers that the benefit of a listing on a foreign market is the image benefit.

The vice-president of the BSE also said that the BSE has submitted these proposals to the Government but did nit provide details on the stage of the discussions.

Lorand Kralik, CNVM: "I don't feel there is a need for the amendment of the Code of the Exchange, concerning public offerings"

The Romanian National Securities Commission has not yet begun discussing the amendment of the Code of the Exchange, proposed by the Bucharest Stock Exchange, meaning that the public offerings should organize the public offerings "according to the prospectus", according to commissioner Lorand Kralik.

The BSE made these amendments at the request of the underwriters of the offering of "Transgaz", according to the statements made one week ago by the president of the BSE, Lucian Anghel.

Mr. Kralik said that he doesn't see a need for the amendment of the Code of the Exchange. According to him, the CNVM received requests from some brokers to hold a public debate before amending the Code of the Exchange: "I think that their arguments are valid. We can't just take into account the opinions of the underwriters and nobody else's".

Lorand Kralik says that it is not a good thing to change the rules mid-game, considering that the offering of "Transgaz" has already begun, since the preliminary prospectus already exists. (ADINA ARDELEANU)

Dan Weiler, BCR: We are relatively advanced in the preparation of the Romgaz offering

Dan Weiler, Executive Director of Corporate Finance & Investment Banking at BCR, which underwrites the offering of "Romgaz" says that the preparation of the listing is "relatively advanced".

"In the case of Romgaz, we have a ballpark figure; we're talking about a few hundred million Euros. It's a relatively big deal", said Dan Weiler.

He said that there is a need for serious consideration on whether there is enough liquidity on the BSE for this offering, not just on the first day, but in the future as well.

"Often times, what is important is not the price of the offering, but the price where the stock stabilizes", said Dan Weiler, who went on to say that he wouldn't rule out a dual listing in the case of Romgaz, but it needs to be reviewed carefully.

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